Access to Books and Records of the Company Sample Clauses

Access to Books and Records of the Company. Until the Closing date, the Seller will afford to Buyer and its authorized representatives prompt and full access to the properties, books, and records of the Company in order that Buyer may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the Company and will furnish the Buyer with such additional financial and other information as to the business and properties of the Company as Buyer shall from time to time reasonably request.
Sample 1
AutoNDA by SimpleDocs
Access to Books and Records of the Company. After the Closing Date, the Purchaser shall permit the Stockholder and the representatives of the Stockholder reasonable access, at reasonable intervals, during normal business hours and in a manner so as not to interfere with the normal business operations of the Company, to relevant books, records (including tax records), contracts and documents of or pertaining to the Company in connection with the preparation of the Closing Balance Sheet as well as tax audits and investigations of Stockholder conducted by a governmental authority relating to periods of time prior to the Closing Date. The Stockholder will keep strictly confidential all such information which it receives from the Company in the course of the tax reviews contemplated by this Section and will not use any such information except in connection with tax audits and investigations of Stockholder conducted by a governmental authority relating to periods of time prior to the Closing Date.
Sample 1
Access to Books and Records of the Company. Between the date of this Agreement and the Closing Date, the Company shall (a) give ACEN and TBF and their authorized representatives full access to books and records of the Company (and permit ACEN and TBF to make copies thereof), (b) permit ACEN and TBF to make inspections thereof, and (c) cause its officers and its advisors (including, without limitation, its auditors, attorneys, financial advisors and other consultants, agents and advisors) to furnish ACEN and TBF with such financial and operating data and other information with respect to the business and properties of the Company, and to discuss with ACEN and TBF and their authorized representatives the affairs of the Company, all as ACEN and TBF may from time to time reasonably request.
Sample 1
Access to Books and Records of the Company. After the Closing Date, the Purchaser shall permit the Stockholders and their professional representatives reasonable access, at reasonable intervals, during normal business hours and in a manner so as not to unreasonably interfere with the normal business operations of the Company, to relevant books, records (including tax records), contracts and documents of or pertaining to the Company and shall cooperate with the Stockholders in connection with tax audits and investigations of the Stockholders conducted by any Governmental Authority, and the preparation of Tax Returns by the Stockholders relating to periods of time prior to the Closing Date. The Stockholders will keep strictly confidential all such material and information that it receives from the Company and will not use such information except in connection with Audits, investigations and other tax related matters.
Sample 1
Access to Books and Records of the Company. After the Closing Date, the Purchaser shall permit the Sellers and their representatives reasonable access, during normal business hours without unreasonably interfering with the operations of the Company, to relevant books, records, contracts and documents of or pertaining to the Company and shall cooperate with the Sellers in connection with tax audits and investigations of the Sellers conducted by any Governmental Authority, and the preparation of Tax Returns by the Sellers relating to periods of time prior to the Closing Date. The Sellers will keep strictly confidential all such material and information that it receives from the Company and will not use such information except in connection with Audits, investigations and other tax related matters.
Sample 1
Access to Books and Records of the Company. The following shall be added to the Purchase Agreement as a new Section 6.9, entitled "Access to Company Books and Records": In connection with the action entitled In Re PSS World Medical, Inc. Securities Litigation, Case No. 3:01-CV-795-J-16-TEM, currently pending in the United States District Court for the Middle District of Florida, Jacksonville Division (the "Litigation"), Seller has received Plaintiffs' First Request for Production of Documents Addressed to All Defendants, dated August 14, 2002 (the "Document Request"), a copy of which has been provided to the Buyer, which calls for the production of a broad range of documents maintained by the Seller and the Company at any of their headquarters, branches or other locations, including storage facilities and including, but not limited to, all documents (whether maintained in paper form or electronically, including all back-up tapes) referring or relating to the period July 1, 1999 through March 31, 2001 (the "Inquiry Period"), concerning the proposed merger between the Seller and Xxxxxx Scientific International, Inc., all financial statements prepared by the Seller (including work papers), financial projections and business plans, all accounting journals and registers (including the general ledger), all customer records, all accounting controls and policies, sales and revenue goals, discounts, rebates and refunds, purchase orders, invoices, bills of lading and payment records, product installations, inventory, returns (including credit memoranda), revenue recognition, any actual or potential restatement, corporate policy manuals, communications with auditors, the Seller's bonus program and emails. From and after the Closing Date and until the Litigation is finally concluded, except as provided in the final sentence of this Section 6.9, the Company shall maintain its books and records relevant to the Inquiry Period in the ordinary course of business and shall provide the Seller with reasonable access, upon prior written notice, during normal business hours, to such books and records and permit the Seller to make copies of such books and records, at the Seller's cost and expense; provided that the Seller shall take such action as is deemed necessary in the reasonable judgment of the Buyer to schedule such access in a manner as to avoid disrupting the normal business of the Company. The Seller shall use its best efforts to obtain copies of all books and records of the Company necessary to respond to the D...
Sample 1

Related to Access to Books and Records of the Company

  • Access to Books and Records During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

  • Company Books and Records During the term of the Company and for seven (7) years thereafter, the Company shall keep at its principal place of business, the following: · A current list of the name and last known address of each Member and Manager; · Copies of records that would enable a Member to determine the relative voting rights, if any, of the Members; · A copy of the Certificate of Formation, together with any amendments thereto; · Copies of the Company's federal, state, and local income tax returns, if any, for the seven (7) most recent years; · A copy of this Company Agreement and any amendments that are in writing, together with any amendments thereto; and · Copies of financial statements, if any, of the Company for the seven (7) most recent years. A Member may: · At the Member's own expense, inspect and copy any Company record upon reasonable request during ordinary business hours; and Tulsa Real Estate Fund, LLC 23 Company Agreement · Obtain from time to time upon reasonable demand: § True and complete information regarding the state of the business and financial condition of the Company; § Promptly after becoming available, a copy of the Company's federal, state, and local income tax returns, if any, for each year; and § Other information regarding the affairs of the Company as is just and reasonable. As stated above, a Member shall have the right, during ordinary business hours, to inspect and copy the Company documents listed above at the Member’s expense. But, the Member must give seven (7) days’ notice to the Manager of such Member’s intent to inspect and/or copy the documents, and may only inspect and copy such Company documents for a purpose reasonably related to the Member’s Interest in the Company as approved by the Manager. The Company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. The Company may elect, at its option, to provide the requested document electronically. To the extent allowed by law, the Manager shall honor requests of Members to keep their contact information confidential.

  • Books and Records; Personnel For a period of seven (7) years after the Closing (or such longer period as may be required by any governmental agency or ongoing Litigation or in connection with any administrative proceeding):

  • Maintaining Books and Records Accurate books, records and accounts shall be maintained by the Partnership for each Restaurant and for the Partnership showing their respective assets, liabilities, operations, transactions and financial condition, as well as the names and addresses of the Partners. The Partnership’s and each Restaurant’s books and records may be kept under such permissible method of accounting as the General Partner may determine. The Partnership’s and each Restaurant’s books shall be maintained at the principal office of the Partnership, and each Partner shall have the right upon reasonable notice given to the Partnership to inspect, extract and copy such books during regular business hours of the Partnership.

  • Inspection of Books and Records The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

  • Landlord’s Books and Records Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

  • Access to Collateral; Books and Records At reasonable times, on three (3) Business Days' notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower's Books. The foregoing inspections and audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

  • Corporate Books and Records The minute books of the Company contain accurate records of all meetings and accurately reflect all other actions taken by the stockholders, Board of Directors and all committees of the Board of Directors of the Company. Complete and accurate copies of all such minute books and of the stock register of the Company have been provided by the Company to the Buyer.

  • Books and Records Reports (a) The Trustees shall keep a certified copy or duplicate original of this Trust Agreement on file at the office of the Trust and the office of the Administrator available for inspection at all reasonable times during its usual business hours by any Holder. The Trustees shall keep proper books of record and account for all the transactions under this Trust Agreement at the office of the Trust and the office of the Administrator, and such books and records shall be open to inspection by any Holder at all reasonable times during usual business hours. The Trustees shall retain all books and records in compliance with Section 31 of the Investment Company Act and the rules and regulations thereunder.

  • Offices, Records and Books of Account, Etc The Seller (i) shall keep its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Time is Money Join Law Insider Premium to draft better contracts faster.